Regional Management (RM) wins shareholder backing for larger 2024 incentive share pool

Rhea-AI Filing Summary

Regional Management Corp. approved new long‑term equity awards for its named executive officers and gained stockholder support for an expanded incentive plan. On May 13, 2026, executives received performance restricted stock units and time‑based restricted stock, each sized by grant value and share price or PRSU fair value.

The 2024 Long‑Term Incentive Plan was re‑approved on May 14, 2026, increasing the share pool from 381,000 to 813,014 shares and raising the incentive stock option limit to the same level. Stockholders also re‑elected nine directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved executive compensation on an advisory basis.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO PRSU grant value: $1,250,000 CFO PRSU grant value: $500,000 Plan share pool before change: 381,000 shares +5 more

8 metrics

CEO PRSU grant value $1,250,000 Performance restricted stock unit grant value for Mr. Lamba

CFO PRSU grant value $500,000 Performance restricted stock unit grant value for Ms. Rana

Plan share pool before change 381,000 shares Shares of common stock originally issuable under 2024 Plan

Plan share pool after change 813,014 shares Maximum shares of common stock now issuable under 2024 Plan

New shares added to plan 432,014 shares Additional shares authorized under 2024 Plan beyond prior 381,000

Votes for LTIP re-approval 5,526,895 Shareholder votes for 2024 Plan re‑approval at 2026 annual meeting

Votes for say-on-pay 5,990,738 Shareholder advisory votes approving NEO compensation

Auditor ratification votes for 7,897,395 Votes approving Deloitte & Touche LLP as 2026 auditor

Key Terms

performance restricted stock units, total shareholder return, pre-provision return on assets, incentive stock options, +2 more

6 terms

performance restricted stock units financial

"The Committee granted the following awards to the NEOs... (i) performance restricted stock units (“PRSUs”)..."

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

total shareholder return financial

"based on the ranking of the Company’s total shareholder return against a custom comparator group..."

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

pre-provision return on assets financial

"and the achievement of established targets for pre-provision return on assets for the Performance Period."

incentive stock options financial

"increase in the maximum number of shares... pursuant to the grant of incentive stock options from 381,000 to 813,014..."

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

broker non-votes financial

"For | | Against | | Abstain | | Broker Non-Votes 5,526,895 | | 1,073,600 | | 35,383 | | 1,384,944"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory basis regulatory

"The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers..."

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

Regional Management Corp.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-35477	57-0847115
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
979 Batesville Road, Suite B
Greer, South Carolina				29651
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (864) 448-7000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		RM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of LTIP Awards to NEOs

On May 13, 2026 (the “Grant Date”), following consultation with its independent compensation consultant, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Regional Management Corp. (the “Company”) approved certain compensation arrangements with respect to the Company’s named executive officers (the “NEOs”), as described below.

The Committee granted the following awards to the NEOs under the Regional Management Corp. 2024 Long-Term Incentive Plan (the “2024 Plan”): (i) performance restricted stock units (“PRSUs”) and (ii) restricted stock, in each case subject to the terms of the 2024 Plan and the applicable award agreement.

The NEOs were each granted PRSUs, subject to a Performance Restricted Stock Unit Award Agreement (“PRSU Agreement”), with the target number of PRSUs (rounded down to the nearest whole unit) determined by dividing the value of the grant by the fair value of each PRSU (calculated on or as close in time as practicable to the Grant Date in accordance with GAAP using a Monte Carlo valuation model). The PRSU grant values are: Mr. Lamba: $1,250,000; Ms. Rana: $500,000; Mr. Fisher: $175,000; Mr. Parmar: $175,000; and Ms. Atwood: $220,000. The actual number of PRSUs, if any, that may be earned ranges from 0% to 170% of the target number of units based on the ranking of the Company’s total shareholder return against a custom comparator group of companies over the performance period, May 13, 2026 through May 13, 2029 (the "Performance Period"), and the achievement of established targets for pre-provision return on assets for the Performance Period. Earning of the PRSU is further subject to the continued employment of each such executive through December 31, 2028 or as otherwise provided in the 2024 Plan or the PRSU Agreement. Any shares of the Company’s common stock payable upon vesting and earning of the PRSUs will be subject to an additional one-year holding period following the end of the December 31, 2028 service period and will be distributed to the employee no earlier than December 31, 2029, unless otherwise provided in the 2024 Plan or the PRSU Agreement.

The NEOs were each granted restricted stock, subject to a Restricted Stock Award Agreement (“RSA Agreement”), with the number of shares calculated by dividing the value of the grant by the fair market value of the Company’s common stock on the Grant Date, based upon grants of the following values: Mr. Lamba: $1,250,000; Ms. Rana: $500,000; Mr. Fisher: $175,000; Mr. Parmar: $175,000; and Ms. Atwood: $220,000. One-third of the shares subject to each award shall vest on each of December 31, 2026, December 31, 2027, and December 31, 2028, subject to the executive’s continued employment from the Grant Date through the respective vesting date or as otherwise provided in the 2024 Plan or the RSA Agreement.

Re-Approval of the 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026)

The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2026. At the Annual Meeting, the stockholders of the Company re-approved the Regional Management Corp. 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026) (the “2024 Plan”). The material changes to the 2024 Plan include:

•an increase in the number of shares of common stock that may be issued under the 2024 Plan from 381,000 shares to 813,014 shares (i.e. an increase of 432,014 additional or “new” shares), which are in addition to those shares that were available for the grant of awards as of the 2024 Plan effective date (May 16, 2024) (the “Plan Effective Date”) under the Regional Management Corp. 2015 Stock Incentive Plan, as amended and restated (the “2015 Plan”), plus any shares subject to an award granted under the 2015 Plan, which award is forfeited, cash-settled, cancelled, terminated, expires, or lapses for any reason after the Plan Effective Date without the issuance of shares or pursuant to which such shares are forfeited, and further subject to adjustment as described in the 2024 Plan;

•an increase in the maximum number of shares of common stock that may be issued under the 2024 Plan pursuant to the grant of incentive stock options from 381,000 to 813,014, subject to adjustment as described in the 2024 Plan;

•a revision to the non-employee director award limit to include cash-denominated awards granted under the 2024 Plan; and

•the elimination of the ability to provide for installment vesting during the one-year minimum vesting period with respect to awards granted under the 2024 Plan on or after May 14, 2026.

The foregoing summary description of the material changes to the 2024 Plan is qualified in its entirety by reference to the 2024 Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, the terms of which are incorporated herein by reference. For additional information regarding the 2024 Plan, please refer to “Proposal No. 3: Re-approval of the Regional Management Corp. 2024 Long-Term Incentive Plan (As Amended and Restated Effective as of May 14, 2026)” on pages 61 - 72 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2026 (the “Proxy Statement”).

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting on May 14, 2026. At the Annual Meeting, the stockholders of the Company voted on the following proposals, which are described in greater detail in the Company’s Proxy Statement. The results of the voting are presented below.

Election of Directors

The Company’s stockholders elected the nine nominees named in the Proxy Statement to serve as members of the Company’s Board of Directors until the next annual meeting of stockholders or until their successors are elected and qualified, based on the following final voting results:

Nominee		Votes For				Votes Withheld				Broker Non-Votes
Julie Booth		6,512,707				123,171				1,384,944
Jonathan D. Brown		6,501,712				134,166				1,384,944
Roel C. Campos		6,549,810				86,068				1,384,944
Maria Contreras-Sweet		6,411,701				224,177				1,384,944
Michael R. Dunn		6,444,904				190,974				1,384,944
Steven J. Freiberg		6,324,250				311,628				1,384,944
Sandra K. Johnson		6,501,283				134,595				1,384,944
Lakhbir S. Lamba		6,491,011				144,867				1,384,944
Carlos Palomares		6,202,762				433,116				1,384,944

Ratification of Independent Auditor

The Company’s stockholders approved the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based on the following final voting results:

For		Against		Abstain
7,897,395		19,961		103,466

Re-approval of 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026)

The Company’s stockholders re-approved the Regional Management Corp. 2024 Long-Term Incentive Plan (as Amended and Restated Effective as of May 14, 2026), based on the following final voting results:

For		Against		Abstain		Broker Non-Votes
5,526,895		1,073,600		35,383		1,384,944

Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, based on the following final voting results:

For		Against		Abstain		Broker Non-Votes
5,990,738		606,648		38,492		1,384,944

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Regional Management Corp. 2024 Long-Term incentive Plan (as Amended and Restated Effective as of May 14, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Regional Management Corp.
Date:	May 19, 2026	By:	/s/ Harpreet Rana
			Harpreet Rana Executive Vice President and Chief Financial and Administrative Officer

FAQ

What executive equity awards did Regional Management Corp. (RM) approve in May 2026?

Regional Management approved performance restricted stock units and restricted stock for its named executive officers. Awards were sized using grant values and share or PRSU fair value, with vesting tied to multi‑year performance, continued employment through December 31, 2028, and an additional holding period for PRSU shares.

How large are the new PRSU grant values for RM’s named executive officers?

PRSU grant values are $1,250,000 for Mr. Lamba, $500,000 for Ms. Rana, $175,000 each for Mr. Fisher and Mr. Parmar, and $220,000 for Ms. Atwood. Actual units earned can range from 0% to 170% of target based on total shareholder return and pre‑provision return on assets.

How did Regional Management Corp. shareholders change the 2024 Long-Term Incentive Plan?

Shareholders re‑approved the 2024 Long‑Term Incentive Plan, increasing the maximum shares issuable from 381,000 to 813,014. The change also raises the incentive stock option limit, revises non‑employee director award limits, and removes installment vesting within the one‑year minimum vesting period for future awards.

What were the shareholder voting results on RM’s 2024 Long-Term Incentive Plan re-approval?

Stockholders cast 5,526,895 votes for, 1,073,600 against, and 35,383 abstentions on the plan’s re‑approval, with 1,384,944 broker non‑votes. This vote supported continuing and enlarging the share pool available under the 2024 Long‑Term Incentive Plan for future equity awards.

Did Regional Management Corp. shareholders approve executive compensation in the advisory vote?

Yes, shareholders approved executive compensation on an advisory basis, with 5,990,738 votes for, 606,648 against, and 38,492 abstentions, plus 1,384,944 broker non‑votes. This non‑binding vote indicates general shareholder support for the company’s named executive officer pay program for this period.

Who was re-elected to Regional Management Corp.’s board at the 2026 annual meeting?

Nine directors were re‑elected: Julie Booth, Jonathan D. Brown, Roel C. Campos, Maria Contreras‑Sweet, Michael R. Dunn, Steven J. Freiberg, Sandra K. Johnson, Lakhbir S. Lamba, and Carlos Palomares. Each will serve until the next annual meeting or until a successor is elected and qualified.

Which audit firm will serve as Regional Management Corp.’s independent auditor for 2026?

Deloitte & Touche LLP was ratified as Regional Management Corp.’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 7,897,395 votes for, 19,961 against, and 103,466 abstentions from the company’s shareholders at the annual meeting.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 282.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.5 KB